Standard Partner Agreement

These Terms and Conditions will become effective on the date of execution (“Effective Date”) of the Partner Commission Schedule by Secure Trading and will form the basis of the agreement between Secure Trading Limited (Registered number 04591066) whose registered office is situated at 19th Floor, 40 Bank Street, Canary Wharf, London, E14 5NR. (“we”, “us”, “our” “Secure Trading”) and the legal entity described in the Partner Commission Schedule (“You”, “the Partner”).

These Terms and Conditions set out the terms on which Secure Trading appoints you as a Partner for the referral of customers to Secure Trading and together with the executed Partner Commission Schedule and any other schedules, procedural policies rules, guides and notices we may issue from time to time will form the agreement (the “Agreement”).

1. Services

1.1	Secure Trading hereby appoints the Partner, on a non-exclusive basis, to endorse, market, sell and support the products and services offered by Secure Trading to persons and entities that are not already customers of Secure Trading or who have not been a customer of Secure Trading or are not actively being marketed to by Secure Trading or any other partner (“Prospects”). The Partner will act as an introducer of Secure Trading to Prospects in accordance with the Agreement (the “Services”). The Partner shall (for the duration of the Agreement) be entitled to refer to itself as a “Secure Trading authorized Reseller” in the performance of Services. The Partner shall be entitled to earn commission based upon Transaction Fees actually received by Secure Trading in respect of the Products specified in the agreed Partner Commission Schedule (“Products”) in accordance with the Agreement.
1.2	The Agreement shall commence on the Effective Date and the Partner will continue to provide the Services for a period of one year (“Initial Period”). After the Initial Period the Agreement shall be automatically extended for successive one year periods. Secure Trading may terminate the Agreement in accordance with paragraph 5 below and either party may terminate the Agreement at the end of the then current period by giving one month’s prior written notice before the end of that period.
1.3	Within one month of the Effective Date the Parties shall cooperate in good faith to create a list of Prospects (including existing customers of the Partner) for targeting as potential users of the Secure Trading Products. In particular such list shall identify those Prospects who are already the subject of an approach by either Party and shall detail the stage of negotiations with such Prospects. Secure Trading will advise if any of them are for any reason unacceptable to Secure Trading as potential Merchants (provided that if Secure Trading shall not so advise this will not detract from Secure Trading’s absolute discretion as to whether or not it subsequently contracts with a Merchant as stated in clause 3.4.1. below). Only Prospects who enter into a qualifying Merchant Agreement and from whom Secure Trading actually receives Transaction Fees (as specified in the Partner Commission Schedule) shall generate the payment of Commission to the Partner, and for these purposes a qualifying Merchant Agreement is one entered into with a Merchant who has not been identified as disqualified by virtue of the stage of negotiations between such Merchant and Secure Trading, each an being referred to herein as an “Introduced Customer”. This Prospect list process shall be repeated on at least 3 monthly intervals throughout the term of the Agreement.
1.4	The appointment of the Partner in clause 1.1 does not constitute the creation of any relationship of agency between the Parties, not shall it create any partnership or joint venture and the Parties explicitly state it is their respective intention to enter into the Agreement on an arms’ length basis as independent contractors only.td>

2. Provision of Services

2.1

Secure Trading grants to the Partner a non-transferable, revocable licence to use any promotional documents or other branding material that Secure Trading may in writing authorize for use by the Partner or supply to the Partner in connection with the Agreement from time to time, for the sole purpose of providing the Services. This licence shall immediately terminate upon expiry or termination of the Agreement. All intellectual property rights in any materials supplied to the Partner by Secure Trading or developed by the Partner in carrying out the Services shall vest in and remain the property of Secure Trading. All such materials shall be returned to Secure Trading if the Agreement is terminated for any reason.

2.2

The Partner grants the right to Secure Trading to publish its name as a partner in promotional material including on its website and to issue a press release regarding the signing of the Agreement.

3. Obligations

3.1

The Partner shall:

3.1.1	comply with Secure Trading’s reasonable requests from time to time in terms of providing information and documentation relating to the Services and relating to any Prospect or Introduced Customer;
3.1.2	at all times perform the Services with all reasonable skill, care and diligence acting in good faith and in accordance with any partner policies or guidelines published by Secure Trading from time to time and shall perform the Services with at least the same vigour as it promotes and markets its own or other payment services;
3.1.3	use its best endeavours to conduct the Services so as to protect, safeguard and not prejudice the image of Secure Trading, Secure Trading’s Products or the intellectual property rights of Secure Trading;
3.1.4	ensure its staff are sufficiently well trained and skilled to perform the Services in accordance with the terms of the Agreement;
3.1.5	notify Secure Trading of any change in the ownership or control of its business.

3.2

The Partner will promptly inform SecureTrading of any conflict of interest which might arise between its obligations to SecureTrading and any of its other activities. In particular the Partner will notify SecureTrading in the event that its business relationship with any Prospect or Introduced Customer who has entered into a Qualifying Merchant Agreement is terminated or expires.

3.3

The Partner must not, in providing the Services or otherwise, use any promotional material whatsoever in relation to Secure Trading, Secure Trading’s Products or the Partner’s relationship with Secure Trading, other than that specifically authorized in writing by Secure Trading or provided to the Partner by Secure Trading specifically for use in accordance with the Agreement.

3.4

The Partner’s role is as an introducer only. Accordingly, the Partner will not:

3.4.1	hold itself out in any way as having authority to bind or commit Secure Trading to entering into a Merchant Agreement with a Merchant and it shall be at Secure Trading’s sole and absolute discretion whether or not it enters into a Merchant Agreement with any Prospect;
3.4.2	have, or hold itself out as having, any authority to commit Secure Trading to any obligation or liability of any kind whatsoever;
3.4.3	represent itself as Secure Trading’s agent for any purpose or give any condition or warranty or make any representation on Secure Trading’s behalf; or
3.4.4	make any statements, promises or guarantees with reference to Secure Trading’s Products or business beyond those contained in the promotional materials that Secure Trading supplies to the Partner, or otherwise incur any liability on Secure Trading’s behalf.

3.5

The Partner acknowledges that all copyrights, trademarks, logos, trade names, know how, database rights and other intellectual property rights, whether registered or unregistered, relating to Secure Trading or to any of Secure Trading’s Products or business, are owned by or licensed to Secure Trading and that the Partner shall obtain no rights whatsoever in respect of such intellectual property rights. The Partner shall not use any materials that Secure Trading discloses to the Partner in connection with providing the Services for any other purpose. In addition, the Partner hereby grants to Secure Trading an exclusive, royalty-free, worldwide, perpetual, irrevocable licence to use any suggestions for improvements, ideas or materials that the Partner provides to Secure Trading in connection with Secure Trading’s Products.

3.6

The Partner acknowledges that all information provided in the on-line partner application form and the Partner Commission Schedule is correct and that if it is not Secure Trading shall be entitled to terminate the Agreement immediately in accordance with paragraph 5 below. The Partner shall notify Secure Trading of any change in its circumstances which might affect the terms of the Agreement.

4. Payment

4.1

Within 20 days of the beginning of each month Secure Trading will provide to the Partner a statement by email or by post detailing the live (i.e. have commenced generating Transaction Fees) Secure Trading customers that the Partner has introduced to Secure Trading during the previous calendar month (“Statement”).

4.2

Provided that Secure Trading has actually received Transaction Fees from such an Introduced Customer in excess of £20.00 during the previous calendar month, Secure Trading shall pay the Partner commission in respect of that same Introduced Customer in accordance with the Partner Commission Schedule, as amended from time to time.

4.3

Secure Trading shall be entitled to set-off against payments due or to otherwise recover from the Partner any sums paid under the Agreement which were paid in error or in circumstances where had Secure Trading been aware of all the circumstances Commission would not have been paid.

4.4

The Partner shall raise an invoice within 30 days of the date of the Statement, representing the Commission due to the Partner as stated on the Statement and Secure Trading shall settle such invoice within 30 days of receipt.

4.5

The Commission will be the only amounts due to the Partner as a result of providing the Services. Secure Trading will not reimburse the Partner for any business expenses, unless otherwise agreed in writing in advance with Secure Trading.

4.6

Commission shall be payable for the period indicated in the Partner Commission Schedule provided that the Agreement has not been terminated.

4.7

For the avoidance of doubt, no Commission or no further commission shall be payable to the Partner in respect of any Introduced Customer:

4.7.1	In respect of any revenue received by Secure Trading from an Introduced Customer if Secure Trading has a pre-existing relationship with that Merchant or that Merchant has been referred to Secure Trading by another partner prior to the Partner having referred that Merchant to Secure Trading.
4.7.2	If Commission from Secure Trading is due to or has already been paid to any third party in respect of that Introduced Customer.
4.7.3	Where the Partner had a business relationship with the Introduced Customer and that business relationship ceases.

4.8

Nothing in the Agreement will create any employment contract, agency distributorship, partnership or joint venture or similar arrangement between Secure Trading and the Partner. Accordingly, Secure Trading will not be responsible for any income tax, VAT, national insurance or social security contributions and any other similar taxes or payments to which the Partner is liable in its jurisdiction. The Partner agrees to indemnify Secure Trading and keep Secure Trading indemnified in the event that Secure Trading is called upon to account to the appropriate authorities in its jurisdiction in respect of such taxes, contributions and payments.

5. Termination

5.1

Secure Trading may at any time and by notice in writing terminate the Agreement with immediate effect if:

5.1.1	the Partner commits a material breach of its obligations under the Agreement and fails to remedy the same (if capable of remedy) within a reasonable time or within the period stipulated by Secure Trading in a notice;td>
5.1.2	the Partner is prevented from efficiently performing its obligations under the Agreement due to circumstances that continue or are likely to continue for a period of more than one month;
5.1.3	the Partner, or any of its employees involved in providing the Services, is found guilty of misconduct or is convicted of a criminal offence which may bring the Partner or Secure Trading into disrepute; or
5.1.4	the Partner becomes insolvent or there is a material adverse change in its financial condition, business or assets;
5.1.5	the Partner fails to provide to Secure Trading information as required under the terms of the Agreement or any other relevant information or gives Secure Trading false or misleading information (including the information provided in an partner application form);
5.1.6	Secure Trading has reasonable grounds to believe that the Partner will no longer be able to properly fulfil their duties under the Agreement;
5.1.7	the Partner has not introduced any Prospects to Secure Trading in a continuous six month period.

5.2

Upon termination of the Agreement, the Partner will immediately provide to Secure Trading all documents and materials which relate to Secure Trading’s products, services or business (including, without limitation, documents, papers, correspondence, accounts, records, lists and any promotional materials whatsoever) and which are in its possession or under its power or control and the Partner shall not take, retain possession, power or control, or dispose of any copies of the same without Secure Trading’s prior written consent. The Partner will also provide Secure Trading with details of all contacts, database information or any particulars of this nature that the Partner has gained as a result of providing the Services.

5.3

Upon expiry or termination of the Agreement, the Partner will not:

5.3.1	in any way indicate, suggest or publicize any continuing connection between the Partner and Secure Trading which is in any way incorrect or misleading; nor
5.3.2	cause or seek to cause to be terminated or adversely affected or otherwise interfere with any agreement or arrangement of any kind between Secure Trading and an Introduced Customer.
5.3.3	be entitled to any further commission payments.

6. General

6.1

Any notice to be given under the Agreement shall be in writing and may be sent by email facsimile or by post. The preferred method of communication is email. Notices from the Partner to Secure Trading should be sent by email to together@securetrading.com or by post to The Sales Department Secure Trading Limited at European Operations Centre, Parc Menai, Bangor, Gwynedd, UK LL57 4BL or by facsimile to 01248 672079. Notices to the Partner will normally be sent to the email address indicated on the on-line partner application Form or by post or facsimile to the address or number on the Partner Commission Schedule. The parties shall notify each other of any change in their contact details for notices as set out in this clause.

6.2

Notices sent by post will be deemed to have been received upon the expiration of two (2) working days after posting. Notices sent by facsimile will be deemed received on generation of a successful transmission notice or, if this falls after close of business, on the following working day. Emails will be deemed to have been received one hour after being sent or, if this falls after close of business, at 9.00a.m. on the following working day provided that an undeliverable message has not been generated by then.

The Partner agrees that during the Agreement and after termination, the Partner will keep confidential and will not disclose to any third party (except to the extent required to provide the Services) any information concerning Secure Trading and Secure Trading’s Products or any information regarding Introduced Customers which becomes known to the Partner in connection with providing the Services. The Partner will not be in breach of this paragraph if such information:

(i)	becomes public knowledge other than as a result of a breach of this paragraph;
(ii)	has been independently acquired from a third party without restriction on disclosure, or
(iii)	is required to be disclosed by law or any regulatory body or for the purposes of litigation.

6.3

The terms of the Agreement are personal to the Partner and the Partner may not assign or sub-contract any of its rights, duties or obligations under the Agreement without Secure Trading’s prior written consent.

6.4

The failure of either party to enforce (or delay in enforcing) any term of the Agreement will not be regarded as a waiver and will not prevent either party from subsequently enforcing its rights under the Agreement.

6.5

If any provision of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of the Agreement that will remain in full force and effect.

6.6

The Agreement contains the entire agreement and understanding of the parties concerning the Partner’s activities as an introducer. It supersedes all prior oral or written agreements, representations, understandings or arrangements, except in respect of fraudulent misrepresentation.

6.7

Neither party shall be liable for any loss or damage due to causes beyond its control, including earthquake, war, fire, flood, terrorism, power failure, acts of God or other catastrophes.

6.8

Neither party excludes or limits liability under the Agreement to the other party in respect of death or personal injury caused by its negligence or the negligence of its employees acting in the course of their employment, any fraudulent misrepresentations made by it on which the other party can be shown to have relied; or any other liability which, by law, it cannot exclude or limit.

6.9

The Agreement will be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts, to which jurisdiction the parties hereby irrevocably submit.

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